(g) Lessee is subject to private commercial law and suit under the Laws of
the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee
is not entitled to sovereign immunity under the Laws of the Republic of Panama
or such other jurisdiction, and neither Lessee nor its properties or assets have
the right of immunity from suit or execution on the grounds of sovereignty in
the Republic of Panama or any other jurisdiction. To the extent that Lessee may
in any jurisdiction in which proceedings may at any time be taken for the
determination of any question arising under or for the enforcement of this Lease
Extension and Amendment Agreement (including any interlocutory proceedings or
the execution of any judgment or award arising therefrom) be entitled to claim
or otherwise be accorded for itself or its property, assets or revenues immunity
from suit or attachment (whether in aid of execution, before judgment or
otherwise) or other legal process, and to the extent that in any such
jurisdiction, there may be attributed to Lessee or its private assets or
revenues, such immunity (whether or not claimed), Lessee hereby irrevocably
agrees not to claim and waives such immunity to the fullest extent permitted by
the law of such jurisdiction;


 5



5. Representations and Warranties of Lessor.

 Lessor represents and warrants to Lessee that:

 (a) Lessor is a corporation duly formed, validly existing and in good
standing under the laws of Delaware;

 (b) Lessor has full corporate power, authority and legal right to own its
property and to carry on its business as now being conducted and is duly
authorized to execute and deliver this Lease Extension and Amendment Agreement,
and to perform its obligations hereunder and thereunder;